Cadeler plc filed a Form 425 on 2 November 2026 disclosing the final results of its share exchange offer to Cadeler A/S shareholders, reporting a 92.06% acceptance rate in connection with the group's redomiciliation from Denmark to the United Kingdom.

Key Highlights

  • Acceptance rate: 355,404,839 Cadeler Shares were validly tendered, corresponding to approximately 92.06% of total outstanding shares and voting rights, excluding treasury shares.
  • ADS component: Of the tendered shares, 11,156,931 were Cadeler Shares represented by Cadeler ADSs.
  • Shares to be allotted: The board of directors of Cadeler plc resolved to allot and issue 355,404,838 shares to accepting shareholders.
  • Settlement expected: Completion and settlement of the offer is expected on or around 4 November 2026.
  • NYSE listing expected: Cadeler plc shares are expected to begin listing and trading on the New York Stock Exchange on or around 5 November 2026, with Cadeler ADS trading on NYSE expected to be suspended before market open on or around the same date.
  • Squeeze-out initiated: Because Cadeler plc will hold more than 90% of outstanding Cadeler Shares at completion, it intends to initiate a compulsory acquisition of remaining shares at NOK 58.42 per share, the 30-trading-day VWAP on the Oslo Stock Exchange preceding offer initiation.
  • Squeeze-out financing: Cadeler plc has entered into a financing arrangement with DNB Bank ASA to fund cash payments due in connection with the squeeze-out.

Cadeler Group Completes Exchange Offer, Moves Parent to England and Wales

According to the filing, the offer period expired on 28 October 2026 at 5 PM Eastern Time / 10:00 PM CET. The final count by the receiving agent and exchange agent confirmed that 355,404,839 Cadeler Shares - including 11,156,931 shares represented by Cadeler ADSs - were validly tendered and not withdrawn. The filing states that the 92.06% acceptance rate satisfies the minimum acceptance condition set out in the combined EU/EEA prospectus and offer document and the Registration Statement on Form F-4 under the U.S. Securities Act of 1933, as amended.

The filing notes that shareholders who tendered their Cadeler Shares will, following completion, see their relative shareholding in Cadeler plc increased by 8.62% compared to their prior shareholding in Cadeler, because 7.94% of Cadeler shareholders did not tender. Cadeler plc is described in the filing as "a public limited company incorporated under the laws of England and Wales for the purpose of facilitating the Redomiciliation," and the filing states that following completion, all current board members of Cadeler will continue to serve on the Cadeler plc board, with executive management remaining unchanged.

Regarding the squeeze-out, the filing states that Cadeler plc will publish a notice requesting remaining shareholders transfer their shares within a four-week period, with the cash consideration set at NOK 58.42 per Squeeze-out Cadeler Share. The filing further discloses that Cadeler plc intends to repay the DNB Bank ASA Squeeze-out Facility "either through upstream intercompany loans, a private placement, or a distribution of dividends from entities within the Cadeler Group to Cadeler plc," and that dividend distributions from the Cadeler Group to Cadeler plc "may occur within 12 months following completion of the Offer." Trading of Cadeler Shares on the Oslo Stock Exchange is expected to be suspended with effect from 5 November 2026, and Cadeler's American Depositary Receipt programme will be terminated. Cadeler is listed on NYSE:CDLR.

What Was Disclosed

Cadeler plc disclosed the final results of its share exchange offer for Cadeler A/S shares, confirming a 92.06% acceptance rate, an expected settlement date of on or around 4 November 2026, the planned compulsory acquisition of remaining shares at NOK 58.42 each, and the expected suspension and delisting of Cadeler ADSs on NYSE.